The herald. [volume], July 06, 1922, Image 11

About The herald. [volume] (New Orleans, La.) 1905-1953

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y7CEA3TrB OF
rATCIH CO. INC.
of America. State ofI
hab ot Orleands e it
on this 23rd day of the 1
la emyi the year of our Lord.
otf * Lse hundred and twenty
rfCC the independence of the t
of America the one hun
ws4ixth. before me, W.
N a Notary Public, in and
SOrleans, state of Lou
ittte preence of the wit
sd i rnamed and under
0- came and appeared t
IreSpai7eso whose names are
r u w btýed, and all of age, who
r 'clared that, availing them
isions of the laws of
yalsiansa. In such cases e
ed, and more particiu
of the General Assembly
eas" ovenanted. agreed, con
S ead thrmselves. and do b
prets covenan. contract.
nd thmsires as well as all
td h nd h may hereafter become
ý.mawth them, to form them
li tad coiltute a corporation
iltt in law, for the objects
a p ol nader the stipulations I
w ortandwhich they adopt as
I I The name of this corpor
L be White uear Patch Com
rtritmd which may be abbre
hitd wear patch, Co.. Inc.
. The business and pur
fo which this corporation Is
e ature of the business
ea mo by it are hereby de
be To carry o the general
Srepairing automobile tires,
aado bodies, including polishing.
S d trlw ig the said bodies;
msm sad bold real estate; to buy
" , msadifacture or compound all
tmaterials, machineryl devices
Pl general to do all things l
. icdental thereto. that are
the state of Louisiana.
= i. The amount of the
hce this corporation os here
t the sum of Five Thousand
0 all common atock.
s ai ta Tenty Thousand Dollars
Said capital tock shall be
dSitt (50) shares of the par
n THundred i)ollars ($106.00)
I atock shall be paid when
er, or may be issued in whole
4 pIatat not less than par for prop
earch.d and received by
C ueI n s N o fractional shars
r rr beLissued.
II IV. The location of the
S tlis corporation hall be in i
at New Ortlea·, atate of Loulas
ard arvelce of citation or o all
s hall be made upon the
m of the corporation, or in case
ue " inabIlity to ac!, on the I
t - seetary- rlcireser in the
ned. Bald corporation shall
jey saueesmlon by ita cor- I
tam ame for a period of ninety-nine
Se of the date of thla act.
gt V. The business and affairs
eerporation shall be conaucted I
Sa the corporate powers vested
i by a Board of Direc
Seapedof three (3) stockholders,
nsally by ballot, on the fourth
of t month of August of each
saag in the year 1923. or any
date announced by the Bord 1
Ia ecas no election ahall
M emo said date, after fifteen
es, whbIch hall be given to
IdkoIder by written notice. i
reach stockholder at his lamt I
Spae1te addresse and aid elec
« i s e held at the offiee of the
ilm l under the supervision of two
ral bm appointed by the Board i
jI a; at said election eacn stock
Y Iib be entitled to cast his vote
- ina Section 11 of Aet 267 of
- whel Amembly of the atate of
iea er the year 1914. or amend
ato. The stockholdera receiv
aýmletr at the votes east shall
Fib l thleced.The Board ef Direc
eted shll immediately there-m i
igCeei to elect one of ita mem
P t resident, one to be Vice
I ano to e iecretary-Treasurer 1
tr a1 er tle, and they shall erve
,dYr geemero are elected and
VI. The frnt Board of 1
shall he acrnpeed ofs the tol- I
--  rbeb : Panl iogan, 1s4 1
mat e Orleamns. La.. or whom i
ia Msalt be President, James i
all he Vle-President. and
en shall be Secretary-Tress
d they t shall serve until the
3ia7 of5 August, 1)23. or until
Seumers are elected and qualified. I
- ey a the oticers or Board of
Sbali be Irled by the remaining
V. VIL tckbolder' meetings
A i eetiags for the election of
1 a he held as prescribed by
1 K Acet !R of the General
f the staga of Louisiana for 1
S14 or any enoadnenta thereto.
Til . Thie corporation and
and directors thereof shall
M s tghts1. and power, and this
ýay he amelndd or dia
Sm a airs liquidated, am pro
_ b provisions of Act 267 of the
irmbly of the state of Louls
t- e ya, 3)14, or any amend
IX. o stockholder ha ll
LM ibke or responsible for
ior faults of this eorpor
ShTher earnom than the un
e the stoec for which he
nor hall any moere I
So ab alseation have the
redluln tide ehrter null or
Satiekholdr to amy llbhfllty
u herei provided, -lo Natoe
I t r stoe without frst
daym' notice to tae cor-f
w ha delre to mall. This eor
 a receiving notice shall
.wekthlders, after noter
o te to meat last tnown ad
* atMehsm aeh stack In pro
t ther repe.tve holdlng ofe
I eo epoaetao and ueh other i
" t hve fifteen days firm I
Mwritten otes Is recelved 1
U er0M tIon . to purchame mad I
IsemJpeetfufly wrett opposite
the abeuunt o1 atoek in this :
 smieead for by oea o I
6 itbis aet of incorporatton
55v U the o rLnal maubscrip
of m the eoeepor te
signe ald at my ofica
.. ar  rat abeys written. tn
- a On. 1. Rkcan and Melba
pshmt mesoes, residtin
•I who have sined theoa
u with said appearer
. 1 . aftesr dne readIng of the
h aiW d hr in property this
IUleatle; James A. Morgan,
- 5 pam d hr in property this
- wtssa; l am O. Barr, 1 1
ootart Publle I
D  d t knawn a-t '"
W r at  ur Lord P Ha
- P aer. t e sv,lira. pr
to . me Ntary, i
of the I ts a
e as s s te t
b tto meNe M,
CHARTER.
and provisiona contained in the follow
ing articles, to-wit:
ARTICLE 1. The name of this cor
poration shall be Calamia & O'Reardon,
Inc., and under its said corporate name
it shall have and enjoy a corporate ex
istence and succession for ninety-nine
(99) years from and after date hereof.
unless sooner dissolved by or according
to law; and by and under that name
it shall have, enjoy and exercise all
rights, powers and obligationa now
granted or that may be granted here
after by law to corporations of this
character, Including the right especially
to hold, receive, purchase, alienate, con
vey, sell, mortgage, pledge. hypothecate,
rent or lease property, real. personal and
mixed; in fact, to have all such rights
and powers as permitted under the law,
and as are necessary, incidental or con
venient for carrying out the objects and
purposes of said corporation as herein
established.
ARTICLE II. The domicile of this
corporation shall be in the city of New
Orleans, state of Louisiana, where all
citation or other legal process shall be
served in the manner as Is now or may
be hereafter prescribed by law.
ARTICLE III. The objects and pur
poses and the nature of the business to
be carried on by this corporation are
hereby declared to be: To carry on.
conduct and operate a wholesale produce
business, and to deal in poultry, live
stock, game, poultry products, meats.,
groceries, syrups, molasses, canned goods,.
and all other products of whatsoever
kind and nature related or kindred to
the above, or not so related, including
their by-products, and offsprings, and
c-omposltion- thereoc; and to do any and
all business incident thereto or connect
ed therewith, as well as a general com
mission business.
In fact. said corporation Is authorized
to do any and all other acts and things.,
and to exercise any and all other powers
w:ich any corporation or a natural
person could do. and could exercise, and
which now or hereafter may be author
ized by law.
AIRTICLE IV. The capital stock of this
corporation is hereby fixed at the sum
of Fifty Thousand Dollars ($50.000.00).
which shall be divided into and consist
of two (2) separate and distinct classes.
with the rights, privileges and subject
to the limitations hereinatfer set forth.
There shall be a common stock and
a first preferred stock. The common
stock of the corporation is hereby fixed
at the sum of Thirty-five Thousand Dol
lars ($35.000.00). and the first preferred
stock of the corporation is hereby fixed
at the sumi of Fifteen Thousand Dollars
($15.000.00): each class of stock to be of
the par value of One Hundred Dollars
($100.00) per share; the common stock
to consist of Three Hundred and Fifty
(350) shares and the first preferred stock
to consist of One Hundred and Fifty (150)
shares: the said stock to be issued in
the manner and for the consideration
prescribed by law.
All the shares of stock shall be full
paid and non-assessable. The capital
stock of the corporation may be in
creased to One Hundred and Fifty
Thousand Dollars ($150.000.00). this be
ing the maximum amount of increase
in the capital stcok authorized by this
act of incorporation. The common stock
and the first preferred stock may be in
creased according to law. and may be
issued in such amounts and proportions
as shall be determined by the Board of
Directors and as may be permitted by
law.
Each stockholder shall be entitled at
all stockholders' meetings to one vote
for each share of common stock held by
him on the date of such meeting. The
preferred stockholders shall not have
the right of vot:ng on their preferred
stock. The preferred stock herein cre
ated and authorized shall not carry with
it the right to vote.
The holders of said preferred stock
shall be entitled to receive during each
fiscal year out of the net earnings of
the company. preferential cumulative
dividends at the rate of eight per cea
tum (8%) per annum. payable yearly on
the first day of April. or in half yearly
or quarterly installments. as the by
laws may from time to time provide, or.
In the absence of by-laws. as the Board
of Directors may so order. After the
payment of said preferential cumulative
dividends of eight per centum (8%) for
any fiscal year. or part thereof. to the
holders of the preferred stock. any
further amount declared nla dividends
for said fiscal year. or part thereof. shall
be paid to the holders of the common
stock: provided. however, that the Board
of Directors of the company may in their
discretion declare dividends during any
fiscal year. or part thereof. on the com
mon stock. but no such dividend shall
be declared on the common stock unless
all cumulative dividends for previous
years and all accrued nlastallments. If
any. for the current year. on the pre
ferred stock, shall have been set apart
or paid.
From and after the date of incorpor
ation the dividends on said preferred
stock shall be cumulative, so that if in
any year subsequent thereto dividends
amounting to eight per centum (8%) per
annum shall not be paid on said pre
ferred stock. the deficiency shall be
a charge upon the net earnings of the
company until paid: but the Board of
Directors may provide at the time of
issue of any preferred stock that the
dividends thereon shall be cumulative
only from the time of such issue. The
holders of the preferred stock shall, in
case of lquidation or dissolution of the
company, be entitled to be paid in funll
the par value of their preferred shares
of stock and the dividends accumulated
and unpaid thereon, betfore any amount
shall be paid to the holders of the com
man stock.
The solders of the preferred stock
shall have no voting powers whatsoever.
nor shall they be entitled to notice of
any meeting of stockholders of the com
any. laid preferred stock slall be sub
ect to redemption at One Hundred and
Five Dollars ($105.00) per share. and
accumulated dividends thereon, at any
time after three yearns from the Issue
thereof, at such time or times and in
such manner as the Board of Directors
may and shall determine.
ARTICLE V. No transfer of stock of
this corpororatlon shall be binding upona
the company unless and until the trans
fer is actually made on the books of
eaid corporation in the manner requires
by law. Prior to such transfer this cor
poratlon shall be authorized to dealt only
with the person in whose name the stock
stands on the books of such company.
No stockholder of this corporation shall
have the right to sell his said stock or
pledge or hbpothecate the same with
out first having offered it to the Board
of Directors of this corporation, and
given said Board of Directoras thirty (80)
days within which to purchase said stock
at its market value, or to recerive the
same Is pledge, as may be desired by
the holder of said stoack.
All the corporate powers of this cor
poration shall be vested in and exeresedd
bya Board of Directors to be temposed
of net less than three (3) nor moren than
ten (10) holders ef the commoa stock of
this corporation.
The following named steekholders, with
their addresses here given. shall con~ast
tate the irst Board of Directors: Roy
L. Calamla, 77 Morgin boulevard, New
Orleas, La.; Shields O'Rearden, 8U Mor
gan boulevard, New Orleans, La, annd
V. F. Darby, 11 Prytania street, New
Orlesans, La., bela three stockholders.
Three members shall constitute a quoram
and be authorised to transact business
tor the corporation, as leag as the num
ber of directors remalins three in num
ber; but If said Board of Directors is
inreased to moren than three members.
then a simple majority shaf constitute
a quorum, and be authorised and em
powered to transact bnsiane tfr the
corporation.
The directors herenla named, and the
ofteern herein named, consttuted and
appointed as euch, shall saerve In their
reapective apacities unW the third
Tusaday in larleh 102 at which trm.
and annually thereafter, on the third
Tuesday t March, unless that day be
a legal hoellday, and if n, ea the first
legal day following, a new Beard of
Directors and new ofAcer shall be
named by the Board. The present Board
t Directors and appointed oficers shall
hold olfae untl their amessoers shall
HC w-.N wT icrarL AMR* WIP, ,Wfl4X A purrTY
IIAMe - S^Y! ,wo Ava TINT IT HAP
wir~*ne wws " tw IO U -o our sIR! s 1 MM ORT N M
eM ý' itrooarr Q9; 9,s~
NOME
WULLb O
muauW
awoQ,
'Vi
- >..
CHAtTIL
have bees elected nad qualified.
The Board of Directors shall be conm
vened on verbal or written notiee, nad
any director who may be prevented from
attending any meeting of said Board
may give his written proxy to any other
member of said Board, whether said
meeting be general or special.
ARTICLE VII. The names and offi
cers to serve and act in their respective
capacities from the date of incorporation
until the first annual meeting to be held
on the third Tuesday in March. 1923. are
as follows: Roy L. Calamia, President;
Shielde O'Reardon Vice-President; E. F.
Darby, Secretary-Treasurer.
ARTICLE VIII. The names and post
office addresses of the subscribers to
these articles of incorporation and the
number of shares of stock subscribed
for by each are as follows: Roy L.
Calamia, 77 Morgan boulevard, New Or
leans. La., 100 shares common. 25 shares
preferred; Shields O'Reardon, 85 Morgan
boulevard. New Orleans, La.. 100 shares
common 25 shares preferred; E. F. Darby.
2911 Prytania street. New Orleans, La.,
5 shares common, no preferred.
Thus done and passed at my office in
the city of New Orleans. state of l uis
lana, in the presence of Harry GaTmble
and L. E. Ernst, competent witnesses,
who have signed these presents with
said appearers and me, Notary, after due
reading of the whole.
Original signed: Roy L. Calamia, 100
shares common stock. 25 shares preferred
stock; Shields O'Resrdon, 100 shares
common stock, 25 shares preferred stock;
E. F. Darby, 5 shares common stock.
Witnesses:
HARRY GAMBIE,
i.. E. ERNST.
A true copy:
HARRY EMMET McENERNY,
Notary Public.
State of Louislana. Parish of Orleans.
I Before me. the undersigned authority in
and for the parish of Orleans, duly qual
tfied and commissioned, personally came
and appeared Itoy L. Calamia and Shields
Riteardon. who being by me duly sworn.
did depose and say: That they are both
directors of Calimia & O'Reardon, Inc..
and that fifty per centum (50%) of the
capital authorized has been subscribed.
and that more than fifty per centum
(50%) of the amount subscribed has been
paid in. Roy L. Calamla, Shields O'Rear
don.
Sworn to and subsribthed before me
this 19th day of May, 1922.
HARRY EMMET McENERNY.
Notary Public.
I. the undersigned Recorder of Mort
gages in and for the parish of Orleans.
state of Louisiana. do hereby certify that
the above and foregoing act of Incorpor
ation of Calamia & O'Reardon, Inc.. was
this day duly recrded in my office in
Book 12.8, Folio 349.
New Orleans. La.. May 20. 1922.
RORT. SCOTT. Dy. R.
June 1. 8. 15. 22. 29, July 7.
CHARTER OF
PRODUCERS SALES CO., INC.
United States of America. State of
L.oulsiana. Parish of Orleans. City of
New Orleans. Be it known that on this
27th day of the month of May. In the
year of our I.ord. one thousand. nine hun
dred and twenty-two. and ,f the inde
pendence of the l'nited States of America.
the one hunGred and forty-sixth, before
me. Henry P. Dart. Jr.. a Notary Public.
duly ,,ommissioned and qualified in and
for this city and the parish of Orleans.
therein residing, and in the presence of
the witnesses hereinafter named and
undersigned. personally came and ap
peared the several persons whose names
are hereunto subscribed. who declared
that, availing themselves of the provi
sions of the laws of this state relative
to the formation of corpoartions. they
have covenanted and agreed, and by these
presents do covenant and bind them
selves, as well as such other presons
as may hereafter become associated with
them, to form and constitute a corpor
ation and body politic in law under the
stipulations and agreements following.
which they adopt as their charter:
ARTICLE I. The namn ana title of
this corporation shall be Producers Sales
Company. Inc.. and under Its said cor
porate name it shall have full power and
authority to have and enjoy existence
and succession for a period of ninety
nine years from and after the date
hereof: to contract, sue and be sued;
to make and use a corporate seal, and
the same to break sad alter at pleasure;
to hold, receive. lease, purchase and con
vey, as well as mortgage, pledge and
hypotheeate property, both real and per
sonal: to name and appoint such officers.
directors, managers, agents, clerks and
other employees as the interest of the
corporation may require, and to make
and establish such by-laws and regula
tions for the proper management. con
duct and regulation of the affairs of the
corporation that may be requisite and
proper, and the same to change, alter
and amend at pleasure.
ARTICLE II. The domicile of this cor
poration shall be in the city of New
Orleans. parish of Orleans, state of Lou
isiana, and all citations and other legal
process shall be served upon the Presl
dent, or. In his absence, upon the Vice
President or Secretary.
ARTICLE III. The objects and pur
poses for which this corporation is estab
lished are hereby declared to be: To
buy and sell. for the purpose of export
and otherwise, and generally to deal in
naval stores, spirits turpentine. rosin,
rosin oil, crude gum. tar, batting dross.
and all other naval stores products, and
lubricatnlag, lighting, fuel and food oils.
and for this purpose to own, lease,.
operate and manlataina stores, storehouses.
ards and warehouses; and. in aid of its
usiness operations, may own,. lease.
operate and maintain tank cars. rail
roads, wharrves, tramways, landings.
steamboats and other watercraft; and.
when necessary or incidental in the
course of Its business, may acquire, own.
lease, sell and dispose of all kinds of
real estate: sad may loan and borrow
money and secure the same by mort
gage, pledge or other security; and do
a general factorage buslness, and man:
ufacturo turpentine sad rosin and all
other products that may be extracted
from pine timber: to bay and sell lum
ber and timber of all kinds for export
and otherwise; to operate saw mills.
planing mills, etc., for the purpose of
manufaeturiag lumber and other pred
nets from pnlae or bardwood timber; to
appoint managers, officers. asents anod
employees in the state of Lonisiana and
other states and foreign countries, as its
Interests may require; to do and per
form all other things requisite, neces
sary and convenient to enable it to carry
out the objects and purposes above set
forth.
ARTICLE IV. The capital stock of
this corporation is hereby fixed at the
sum of Twenty-five Thousand Dollars
($25,000.00). divided Inate and represented
by two hundred and fifty sharea of
stock, of the par value of One Hundred
Dollars ($100.00) each. Said stock may
be Issued full paid and non-assessable.
for cash or property, real or personal.
or for services rendered. Any increase
oef capital stock hereafter made may be
issued for cash or the acquisition of
property, similar budanessees or other
rights to be acquired by the corporation.
or for ervices rendered and labor per
formed.
Transfers of the capital stock of this
corporation shall be made only on the
books of the corporation, by the regis
tered owner thereof, in person or thraugb
his magent.
ARTICLE V. All of the corporate
powere vested by law or this charter
in corporations shall be exercised by the
Board of Directors of this corporation.
Including the right to manage, control
and direct the snatrs of the corporation.
the corporate policy, and to sell the cor
poratioo or merge the same into another
corporation, and to take nla payments of
any sueh sale or merger, eash. boeads,
notes or stock eof the purchasilng or
merging corporation, or ea new cor
poration, created for the purpose, without
the neessity of referrlang either or anay
of said acts to the steckholders.
The beor of Darectern of this cor
poration shall be composed of Ive stock
holders, who shall be elected annually,
on the Irst day of April of each year.
The frst Beard of Directors of this eor
poratioln shall be composed of Daniel cJ.
ay. Robert R. Long, Henry S. Turner,
Bienjamia W. Dart ad Edward C. Gay.
who shall hold office until the next an
nual election on the first day of April. ci
1923, or until their successors have been *
elected, with Daniel J. Gay as President. s
Robert R. Long as Vice-President, Henry a
S. Turner as Secretary-Treasurer. The n
election of the Board of Directors shall
be preceded by three days' notice to the
stockholders, delivered in person or sent
by mail to the address given in the cur
rent city directory, unless the address 1,
of such stockholder shall have been reg- r,
istered with the Secretary. and in de
fault of either, care of General Delivery.,
New Orleans, La. The election shall be
held at the office of the corporation at i
such hour as may be tized by the In
cumbent Board of Directors and under
the supervision of three (3) commis
sioners appointed by the same. At such
election each stockholder shall be entitled
to one vote for each share of the capital
stock held by him, and the persons re
ceiving the highest number of votes cast
at said election shall be declared elected.
and the Board of Directors thus elected
shall meet and organize as soon after
said election as possible. º A majority
of the whole Board shall constitute a
quorum. and directors absent or unable
to attend may authorize directors present 1
to represent them by written proxy, tiled
with the Secretary, and with all the
powers such absentees could exercise if
pr,-sent in person. 14
All routine buaness matters shall be
decided by the majority vote of the
quorum present at sucll meeting, not- p
withstanding anything in this charter or
the law to the contrary; but any matter '
or thing affecting the general policy. tl
property or corporate rights of the cor
poration shall be adopted only by the
vote of the majority of stock held by fS
the individual members of the whole a
Hoard of Directors. and proper minute r
entries shall be made to show these facts. '
The Iloard of Directors may establish
by-laws, rules and regulations for the a
government of the corporation, and it t
may also create committees for the man- c
agement of the several departments of a
its business. Including an Executive Com- It
mittee of not less than three (3) mem- f
i bers of the IBoard, which committee shall n
be empowered to exercise all the func
tions of the Board of Directors during p
the recess of this Board, save those c
herein res.rved for the full hoard. The
BIoard of tDireotprs shall till vacancies
occurring in this body during the term n
thereof. Meetings of the Board of Direc
tors may be held at such times as shall
be se.t by the Board itself, or at the a
call of the President and at the request p
of any two stockholders.
ARTICLE VI. This charter may be a
anended and the capital stock increased "
and decreased with the consent of two. c
thirds of all of its stock expressed at a
a meeting called for that purpose, or in I
any other way permitted by law. t
ARTICLE VII. This charter may be
dissolved with the consent of two-thirds
of the issued and outstanding capital
stock expressed at a meeting called for
that purpose, or in any way permitted
by law. UIpon the dissolution of the cor- c
poration by limitation or otherwise the ti
stockholders shall elect from among their º
number one or more liquidators, and ixe
the terms, conditions and other provi- p
sions regarding the liquidation as well p
as the compensation of the liquidators. b
ARTICLE VIII. No stockholder shall I
ever be held liable or responsible for
the contracts or faults of this corpor- b
atlon in any further sum than the un- a
paid balance due this corporation on the it
shares owned by him, nor shall any t,
mere informality in the organization have a
the effect of rendering this charter null 1
or of exposing the stockholders to any o
liability beyond the unpaid balance.
ARTICI.E IX. Wherever notice is re- t
quired by law or by this charter, the I,
same may be given in writing, deliv- h
ered in person or sent to the last known e
address, as is prescribed In Article V of ,
this charter, and twenty-four hours will (t
be sufficient for all purposes, except
where otherwise prescribed by law. Any
and all notices required by law or by i1
this charter may be waived by unani- t,
mous consent of the Board of Directors a
or the stockholders, as the case may be, t
and such waiver shall be entered on the s
minutes of the meeting to which they t
apply.
Thus done and passed in my notarial
office in the city of New Orleans. state
of Louisiana, on the date aforesaid, in 1
the presence of John Dart and Henry t
Grady Price. competent witnesses, who
have hereunto signed their names with
the said parties, and they have set out
their addresses and the number of shares
held by them, and me, Notary, after
reading of the whole.
Original signed: Daniel J. Gay, 80
shares, Biloxi. Miss.; Robert R. Leng.
by D. J. Gay, 83 shares, Atmore, Ala.;
Edward C. Gay, by D. J. Gay, 3 sharesa
liloxi. Miss.; Henry 8. Turner, 1 share.
New Orleans, La.; Benjamin W. Dart.
51 shares. New Orleans. La.; Willoughby
A. Cox, 33 shares. New Orleans. La.
Witnesses:
JOHN DART.
HENRY. GRADY PRICE.
HENRY P. DART, JR.,
Notary Public.
I hereby certify that this Is a true and t
correct copy of the act of incorporation I
of Producers Sales Company, Inc., passed
before me on the 27th day of May, 1922. r
the original of which is on file in my
notarial office.
HENRY P. DART, JR..
Notary Public. s
State of Louisiana, Parish of Orleans,
City of New Orleans. Before me, the h
undersigned authority, personally, came
and appeared Daniel J. Gay and Henry
S. Turner. who, being duly sworn by
me. depose and say: t
That they are two of the original In
corporators of the Producers Sales Com
pany, Inc. That the entire Twenty-five
Thoussnd Dollars ($25,000.00) capital
stock of said corporation has been sub
scribed for and paid bf the incorpor
ators of said company as follows:
Daniel J. Gay, postotfice Biloxi, Miss..
80 shares, of which he has paid in cash
for 50 shares, ,000.0, and has agreed c
to pay the balance within one year from a
date hereof.
Robert R. Long postofice Atmore, Ala. h
83 shares, of which be has paid in cash
for 50 shares, or 65,000.00. and has agreed a
to pay the balance within one year from h
date hereof.
Edward C. Gay, postoffce Biloxi. Miss.. t
3 shares, for which he has paid in cash
6o00.00.
Hlenry 8. Turner. posteffce New Or- c
leans, La.. 1 share, for which he has paid p
in cash $100.00. t
Benjamin W. Dart, postofie New Or
leans, La.. 51 shares, for which he has i
paid S,100.00 in cash.
Willoughby A. Cox, poestoffleo New
Orleans, La., 33 shares, for which he has t
paid for 20 share, P,000.00 in cash, sad t
for the balance he has agreed to pay the t
same within one year from date hereof. v
The appearers further declare that
there has been paid in cash more than i
Ser cent of the subscribed capital b
Original signed: Danlel 3. Gay, Henry i
8. Turner. t
Sworn to and. subscribed before me.
Notary, this 27th day of May 1922.
HENRY P. DART, JR..
Notary Public.
A true and correct copy: t
HENRY P. DART, JR.. I
Notary Publie.
June 1--July 6
CHARTER OF ITEWART B3O0. COT
TON CO.. INC. a
United States aof America. State of Louis.
lana. Parish of Orleans. Be it known. that
on this 23rd day of the month of June. in "
the year of our Lord one thousand, nine f
hundred and twenty-two, (1922) and of a
the Independence of the United States of '
America. the one hundred and forty-sixth.
before me. Watts K. Leverich. a notary I
public duly commissioned and qualifled.
In and for the Parlsh of Orleans. State of t
Louisitana. therein residing and in the r
presence of the witnesses hereinafter
named and undersigned, personally came V
and appeared, the several persons whose c
names are hereunto subscribed. who de- o
clared that. availing themselves of the
laws of this State relative to the organi- I
sation of corporations. they have cove- U
nanted and agreed, and do by these pres
eats covenant. agree, bind, form and con
stitute themselves, as well as such persons n
as may bhereafter Join or become associat- d
ed with them. into a corporation or body I
politic in law. for the ob)cts and pur
poses and nnder the agreementa and stip- f
ulations following, to-wit:
CHARTnh.
ARTICLE I-The name and title of this
-orporation shall be Stewart 1Bros Cotton
'o . Inc.. and under its corporate name it I
shall enjoy succession for the full term
and period of ninety-nine years from and r
after the date hereof, and shall have power
and authority to contract. sue and be I
.tied: to accept and receive mortgages.
pledges or other hypothecations; to make
and use a corporate seal and the sane to t
break and alter at pleasure: to purc'hase.
re'eive. lease'. hold or otherwie ac quire I
and uonvey. as well as mortgage andl by
pathekate under its corporate name pro- a
perty both real. personal and mixed; to
aorrow money and make and isoue bonds I
and other evidences of debt and to seaurae:
he same by mortgage and otherwise; to t
aul,aribe to and bold stock in other cor
lorations; to acquire. hold and re-issue l
,hares of its capital stock; to carry out
ail of tile objects and purposes haereinafrter I
et out: to nanle and appoint suaah nnl|a- I
agers and directors. officers and agents. *
as the interest and convenience of said -
,orporation may require; and to make andll
-stabllsh, as well as alter and amend at t
aleasurlr such by-laws, rules and regula
ions for the management and regulation
af the affairs of the corporation as mlay
ae ne'essary. proper or convenient; and a
cener:ally to do all such acts and things
as trading corporations are atuthorized I
to do under the laws of the State of Louis
iLna.
.\AtTI'LE II -The domicile of this cor
paration shall be in the Parish of Otrle:ans.
t:ate of Louisilana. and all citatioans or
Ither leag:l proaaess shall be served upon
the pre-sident of the company. or. in his
absene. upllon the vice-rresident.
A.ltTt'I.E II --The objects and purpos ,s
for which this corporation is aroranized
and the nmature of the business to be car
rihid on by it are hereby deailared to hbe.
To purchase or otherwise acquire. and to
ell aor otherwise alienate or dispoase of.
and to lmortgage. pledge, hypothecate, ex
port and deal in cotton andi other agri
rultural products, spot and future: to do,
a general catton merchandising and ex
port abusiness; to do a general commission.
factorage. nlercantile, warehouse andi
malnufacturing business in connae-tion with
cantton or aniy other staple produca-t; to
lurchase, sell and deal in stocks. bonds.
comnnmercial paper. obligations and sae-uri
ties of other Individuals. firms or cor
orations ; to carry onil a geanerall invest
nment and underwriting business; to pur
chase., use. cultivate, hold. Improve. sell.
mnortgage. pledge, or otherwise deal in
and dispose ,of real/or personal prloperty.
plantations and or city and or town
prloperry: to exchange its entire capital
stoack. or any part thereof. for property
which it is authorized to acqullire: to elx
chnage its entire assets and busilness. or
any part the-reof. for property. stocks.
aonds. or other oblligations of other com
patnies. firms or individuals; and gene
ally to do all acts and things necessary.
convenient or appropriate to the a-caona
,llishnment of any of said purposes or ger
ma:ne thereto.
AiItTIa'I.E IV-The presently authorized
:calital staock of this corporation is hereby
tixed at the sum of one million (l.aSiM.
swat i)i dollars. divided intp and represent
ed by ten thousand (10.0I1) shares of the
par value of one hundred ($100.00) dollars
per share. The amount of said stock mnay
be increased to tire million ($5.000.000.00)
dollars.
AIRTICI.E V-No transfer of stock shall
be lbinding upon the corporation unless
ald uantil made and recorded upon its
books. No stockholder shall have a right
to transfer or convey any of his or her
stock in the corporation unless and until
lle or she shall have first made a written
offer to the other then stoc-kholders of the
corloration and to the corporation itself.
tao sell his or her stock to them at the
book value thereof. "Rtook Value" as used
herein is hereby defined to mean the value
at which the assets and liabitltles of the
carloration have been in good faith en
tared upon its books. Such written offer
shall be addressed to the other then
stockholders. and to the corporation
itself. collectively, and shall be delivered
to the office of the corporation not less
than ten days prior to the application for
transfer of the stock. The corporation
shall transmit this offer to the respective
then stockholders and the stock of the
stoakholders desiring to sell shall be dis
tributed pro rata among such of the
other stockholders as desire to purchase.
In the proportion In which the holdings of
the stockholders desirous of purchasing
bear to each other: and if the total which
such other stockholders desire to purchase
is less than the total offered for sale. then
after each of the other stockholders shall
have taken and paid for the amount of
stock which he or she desires to buy and
to which he or she is entitled, then the re
mainder untaken shall be open for pur
chase by the corporation italf; and un
less prohibited by law, the corporation
may itselIf use and apply its surplus earn
ings or accumulated profits to the pur
-chase fromm any stockholder desiring to
sell of any portion of that stoeholder's
stock which none of the other stock
holders may desire to acquire, at the book
value thereof; provided, that the corpora
tion shall not apply any of Its capital to
the purchase of such stock but shall al
ways maintain its capital unimpaired.
The corporation, shall have the right to
refuse to transfer any stock so long as the
shareholder demanding the transfer is in
any way indebted to the corporation. and
the corporation shall have a lien. pledge
and privilege on each share of stock to
sec~ure any indebtedness due by the share
holder to the corporation. Should any of
the stock offered for sale be not desired
by the other stockholders, and should the
corporation itself he unwilling or unable
to purc'hase any of the same out of the
surpllus earnings, within ten days from
the receipt at the corporation's office of
the written offer to sell, then, and then
only, shall the stockholder desiring to sell
be entitled to transfer such undesired por
tion of the stock to such person or per
sons, and at such price as he or she may
see Ait. Notice of the provisions of thbls
article shall be printed upon each certifi
cate of stock issued by the corporation
and shall be bainding upon every person
now. or hereafter becoming. a stock
holder in this corporation, all of whom
agree to the provisions hereof and take
such stock subject thereto; and all pledges.
hypothecations or other incumbrances of
said stock, or dealings with regard there
to. shall be subject to the provisions here
of.
ARTICLE VI-All the powers of this
corporation shall be vested in a board com
Itosed of not less than three nor not more
than five directors. The precise number
of directors within said limits shall be
ixed by the stockholders at the annual
meeting, or at a special meeting called
for that purpose, provided that in the in
terval between stockholders' meetings the
board itself may elect additional direc
tors within the maximum limit above
provided. if the stockholders shall not
have elected the same. A majority of the
board shall constitute a quorum. Bald
board of directors shall be elected an
nually at the stockholders' meeting to be
held annually at the office of the corpora
tion on the third Tuesday In June of each
year (or on the next legal day if that be
a holiday) after notice given to each
stockholder by mail at least fifteen days
before the date of the meeting. addressed
to the last designated address of the stock
holder. or If he has designated no address,
to the General Delivery at New Orleans.
p.a.ial meetlnga of the atockholers may
be called by the board at any time and
notice thereof shall be given in the man
ner provided for annual meetilngs; pro
vided that in all cases all notice may be
waived by unanimous consent. Each
shareholder shall be entitled to one vote
for each share of stock standlng in his
name on the books of thebo corporation, said
vote to be cast in person or by proxy and a
majority of the votes cast shall elect.
Failure to elect directors on the day above
specifed shall not dissolve the corpora
tion but the directors then in office shall
remain in office until their successors are
elected. The board of dlrectors shall have
power to fill all vacancies which may oe
car or in any manner arise or be created
on the board. even though no quorum re
main at the time such vacancies are to be
illed. The board shall elect from their
number a president and one or more vice
presidents. The board shall also elect a
secretary and a treasurer, either of whom
may be the same individual as the Wrsl
dent or vice-president or abed not be
members of the board or stockholders;
and the board is expressly authorized
from time to time to dispense with any of
said officera and/or combine and /or sepa
CHARTER.
rate any of them. sn, 'or elect any other
uch officers as the board nmay thinkt b
;roper or conv.lntent to the narry ing OIn
if the companyia busines,. and to pruvide t,
last said offhiers need not he membher, b,
if the board or stlockholdaers, and the
wao:rd ahall fix the salari.-, of th,. ,ofi
-er-.. agents and employee+. At any nvrmeet
ng of the board of director-.. any daira"
or ab,nt front the nmaating may ll: e ha re
ar*ented h) any other director who nla'
ast the vote of the abeant director a:_
ordaing to the written instruactions. either
caneral or .spe'iai. of said albsent dir,,-tor
he i board of directors shall have author
ty to make and establish. as well ..s alter ni
and amend, all by-laws. rule. land reula I.
ion, n,'ecessary and proper for the sup- r
ao"rt and manllagenlent of the husaties- :adl
affairs of this 'orpor:atian and not ain.,ari a1
ditent with this charter; and they sha!I
Save ipower to autharize the horrowing of
ioney and the isslance of notes Iand th. 0o
\secution of ple.dges a1I mortgagesr . a;Ir li
:-,narally to do all things ncas .aary or
onveniellt for the proper carrying on of
h hu Isines* of the caorporation.
Intil at general meeting of the s.tock
oller, for aelection of dire.-tors to blie h.hlt I
n 1::l. or until their duly qualified si ,
,assors are. eletated and installdl, the, h.ard I
NI dire..tors shatl he conmposed of tha. ft t1
aining: John N Stewart. 33) nion s.a r .,rt. .
New )rleansta. I.:a.; Andrew Stewart. 1.tI.
Ialion strta.t. NeS O)rleans.. La., WallianrT
I' Stewart. 5ih Ipnion street. New i)rle an..
L.:a Of th.a foregoing direatrs John N
stewart. shall be president; A.ndrew St ev
art. viLe-prat-idant and treasurer and WV il
ianl P. Stewart. .eaaret:ary.
.ARTI4'l.E VII-This :a't af inu.orpration 1
nay be cahanged. mnodified or amend-I, or. ,r
the corlporation dias.,!ved bya a vt.- of
tno-thirlds of the entire calpital stoisk
aprese.ant or repgresentaed a:t a general ralet-t
nig of the stoackhaolders convened for suchti
aarlapose. after previous notice shall lihave
been giv.-n in the nlanner aahove promi1.1le
to he given of the annual niae*ting of the
rorporation.
A.tTI'I.E VIII If this corporation .-hall
a, diss\lved. either by lilnitation or fromai
any other ialuse,. its affairs .hall be liqlui
datl:ld by three comnliia.ioners to he rll
pointed at the nmeeting of st,,,khudl,.rst
,onvened for the purpose of Ilquid:atioII.
and to he electted by the vote of all the
stockhlale.rs voting lupon i parity. Naid
:"til:lators shall remain in office until
hlae affairs of the corporation shall hKia
aeean fully settled and liquid:lated. aIndi they'
shall have full power and authority to
tr:ansfer and give title to all the property
andl Ias*.~ts of the corporation andl to di,- -
tribute the proeea.ds In case of de,.ath.
li.sahility or resignation of one liqulild.t
tor. the vacancy shall be tilled by the .ur-t
lieor.
AItTI(CI. IX--No stokkholdler shalll
evar te hala liable or respon.sialhl foir tile
.contracts or faults of sl.ld carporation in
any furthaer sum than the unpaid haalance
iue on the shares of stock owned by hirnl.
our shlil any mere informality in oratni
.:ltion have the effect of rendering this
'hbarter null or of exposing any stock- I
hlder to any liability beyond the unpaid
balance due on his stock.
In order that this charter may serve as a
the ,riginal subscription list. the sub- I
s-rihers hereto have indicated opposite
their respeaetive sitgnatures thae number of
shares of stokk subscribed for by e:ach of
them.
The snbscriptions to the capital stock
of this corporation have been paid by the
transfer and conveyance to the corpor:a
tion of the assets and liabilities of Stew
art Bros. Cotton Company and Stewart
itras. & Company, of the City of New Or
leans. as the same are shown in detail
upon the books of said firms. which books
are incorporated herein by reference. Said
assets have been appraised by the dire'
tors of Stewart Bros. Cotton Co.. Inc.. as
having a net value in excess of all liabili
ties assumed of more than one million
,uran.I) 00) dollars.
Thus done and passed at my notarial
offlce In the City of New Orleans. State
of Louisiana. on the day, month and year
first hereinahove written. In the presence
of W. V. W. McWhn and H. J. IDutel. com
petent witnesses, who have hereunto sub
srlibed their names together with me.
notary, and the said appearers. after due
.e:lling of the whole.
(oRIGINAL SIGNED):
Nanlmes of subscribers omitted.)
Witnesses: W. W. McWhan. II. J. Du
tel.
(Seal): WATTS K. IEVERICII.
Notary Public
.Tune 29-Aug. S.
CHARTER OF DUTCH BATOU CO.. INC.
Unlted States of America. State of Louis
lana. Parish of Orleans. City of New Or
leans. ie it known, that on this fifth day
of the month of June. In the year of our
.ord. one thousand nine hundred and
twenty-two: before me. Charles fSchnel
dau. a notary public, duly commissioned
and qualified In and for the Parish of
Orleans. State of Louisiana. therein resid
ing. and. in the presence of the witnesses
herinafter named and undersigned: per
sonally came and appeared: the several
persons whose names are hereunto sub
-cribed. who declared that. availing them
selves of the laws of this state, relative
to the organization of corporations, they
have covenanted and agreed. and do. by
these presents, covenant, agree. hind, form
and constitute themselves, as well as such
persons as may hereafter join or become
assoliated with them. into a corporation
and body politic in law. for the objects
and purposes and under the agreements
and stipulations following. to-wit:
ARTICLtE I-The name and title of this
corporation shaball he. Dutch Bayou Co..
Inc.. and. under its corporate name.- it
shall enjoy succraession for the full term
of ninety-nine years from and after the
date hereof: It shall have the power and
aullthority to contract, sue and be sued.
and make and use a corporate seal. the
same to break and alter at pleasnure; to
hiold. purchase. lease, sell. mortgage, hy
potheeate or pledge property, real. per
sonal or nmixed, necessary, incidental or
proper for the carrying on of its business.
either as principal or as agen; to borrow
money and make and Isue notes. bonds
and other evldenes of Indebtedness there
for. and to secure the same by mortgage
or otherwise: to hold stock In other cor
porations; to name and appoint such man
nagers and directors. offlcers and agents as
the interest and convenience of said cor
aration may re(quire: to make and es
tbiish. as well as alter and amend. at
pleasure,. such by-laws, rules and regula
tions for the management and regulation
of the affairs of the corporation as may
be ncesary, proper or coavenient.
ARTICI.E II-The domicile of this cor
noration shall be In the City of New Or
b-ann, Parish of Orleans. State of Louis
iana. and all citations or other legal pro
,ess shall he srved upon any of the of
cears of the corporation.
ARTICLE III--The objects and pur
poFns for which this corporation is or
anised. and the nature of the business
to he conducted by it. are hereby declared
to he:
To acqnuire. receive. accept. prchase.
buny. lease. hold. Improve. cultivate, mort
gage hypothecate. sell, pledge, exchange.
ronvey alienate or otherwise acquire, pos
ses. usen. enjoy and dispose of property.
reat. personal or mixed. either as princ
i or ans agent, and do all things lrni
dental to or connected with said busi
ness.
ARTICLE IV-The capital stock of this
corporation shall be fixed at the sum of
five thousand dollars ($5.00000). divided
into and represenoted by fifty (50) shares
of the par value of one hundred dollars
(a100.00) each. to be paid for in cash or
its equivalent in property.
ARTICLE V-All tbe powers of this
corporation shall be vested in and exer
cised by a board of three directors. Sald
board shall be elected anounally at a Ien
eral meeting of the atockholders called
for that purpose on the first Thursday io
June of each year after due notice. In ae
cordance with the laws of Loulalana.
Eacb holder of stock shall be entitled to
one vote for each share of stock standing
in his name on the books of the coarm
pany. Raid vote shall be cast In person
or by proxy, and a majority of the votes
cast shall elect.
Said board of directors shall have the
power to fill all vacaneles, which may oc
car on the board, even though no quorum
remain at the time sueb vacancies are to
be filled. Fallure to elect directors on the
day above spelwcfied ahall not dissolve the
corporation. but the directors tben In of
flice shall remalo In office. until their sue
teasror are elected and qualify.
CHARTE1R.
The hoard shall PeL.t from their num
her a president, a v ice president and a
ri.retary-treasurer. The LUttr.r office may
he held by a person. who maiy or may not
h," a sto'kholder or dire-tor
At any meeting of the Ioard of direc
orir. ana dire. tor abst.ent fromll the meeting
l:ay b*e repr.entt,.id by any other dire'
hr. a written proxy. who may a: It the
,t, i.f th. , absent director.
Tho, hiarl of dir..-tors shall have the
nthoritr to make tand e.talili.h, as well
I. :alter and uan.ie . :all by laws. ruble
and regulration11, for the proper lnmLageL -
lent ;and condwi, t of the business and af
i.lr. of th. . 'rpt .rati- n. antd shall have
'h. power to authorize the borrowing of
,Enls',. the .i.Utille of notes or other ivt
lln'es iof indetht ..ies and the execution
f .rrtliga.*, ;. thereiniefore set forth,
lnd. gaen,.rally to Ioi all things necessary
or c',n~,. :i.nt for the tproper carrying on
tf lthI hi ,.iine.- .if the ,irporation.
I itil the L'eeri,l intingh of the stock
holders fir the .l-eition of llrectors to lw
heIld on the tir t Thursdla of June, 11g'9'.
'r Uint,' their eyniv *l iliffld successors
r..l elected :Iand , .tli.,l. the Iboard of di
rectors shall hie 'Oml,,ped of Edw'ard J
twe 'orrne. 4424 lionititnce Nt . New Or
,le:ns, I.:.:l Waltelr I ,' l.el rgne. 4424
iiion.tne St. New rti lras. ia.; Stephen
I..LirarIe. 4424 fl',,nstai,. l t New Or
ltns. l . , ith Edb-'.Is .T1 l. .'org e.s, as
pri.-.t.nt; Walter 'P 1.e 'orgi,. as a lie
,ret.ll e; rand St.phtitn I tl.elorgne, as
se, rt:try- treasure.
The. termt of offi,.c of s:ahl ofiT-irs sh:all
rui concuirrently wihll tihat of the* board
elh-ting themt. ex..-pt +the first Iboa:rd
as h shall serrv until the first Thursday
in .sun,. 1921.
.1lTlt''l.LE VI Thi corpor:ation is au
thorized to do hbusines, when $2,i70000
if it. 'apital ,tock has been luis'ribed
toi 1an1 the, provisions of the law comuplied
with
.\I:'TIl'.E VII The capital stock of
itis cirllorliation may lbe increasel to the
-'u) ,,f twent tive. thousand dollars t$t5,
.IltTlI'I.E VIII This charter may be
ainln led or the ,otn pa iyll dissolvd.d, as
pr'.sidid by the laws of Loulisiatina.
.1 ItTl'I.EI: lIX The subscribter, hereto
have resplactiv.ly written opposite to their
natIIes the :ootlut of stock sui bsicribed by
themi to this corporation, so that this act
of inl.orporatiotn tay alaso serve as the
orietimil suts.'ription list of the corpora
of I., :i i:,iai of 1914.
Thi, iIdone and passe.d at my office in
the 'City of New Orleans. L.ulislana. on the
day, month and year herein first above
written, in the plrestnc'e of Anna Nau
mrun:n and Elunli, Elliltt. the undersignedl
'ninpileltent ttneses., here residing. who
hI.rnlllto sign their names with said ap
':,.lrers andil me notary, after reading of
the whole. itinasttituing this art as an
oiriginal subscripltion list.
W'littn.ses: Anna Nau:lnnn. Eunice El
liott.
4oIfGIN.AT. ,qNED):
EdwI:,lard J. L.e('orgne. 49 shares. 4424
'Constance St.. New Oirleans. l.a.; Walter
I'. I.'-nrgne. I share. 4424 Constance St ,
Ne.w Orleans. l.a.: Stephen C. Let'orrne, I
.hare. 4424 Constance St.. New Orleans, I.a.
SSal) C('HAltI.ES S'IINEIIDAU.
Notary Public.
I. the undersignedl. Recorder of Mort
gages, in and for the Parish of Orleans.
State of Louisiana. do hereby certify that
the above and foregoing Act of Incorpora
tion of the Dutch liayou Co.. Inc., was this
.:lv duly recorded in my office In Book
'12-' . folio 402.
New Orleans. June 7th. 1922
(Sigtnil) : ROIIT. SCOTT.
Deputy Recorder.
A true copy:
( S-alt: C'IARL.ES SCIINRIDAU.
Notary Public.
Jllne 29--Ang. 3
SAVE
AND
HIAVE
Aladdin's Lamp'
In the Arabian Nights,
Aladdin could rub his "wish
ing lamp" and have gold
pour in his lap. That was
a wonderful state of affairs.
To d a y. determination
and will power, plus eys
tematic saving, are the
"Aladdin's Lamp" for acce
mulating money. Don't
wish - ACTI Start an
account
Hibernia Bank
and Trust Co.
ALGIERS BRANCH
s40 Verret St.
Like a Raincoat
On a Cloudy Day
DO 3eo relly think that ravelhl
lers Accibent Iasrases to worth
while?" 6n3 0I oer pollcyoldo
was asked. "Didn't 70t My that
you'd arried that polley tfr ta
years and nsever had acceideatrf
"Fifteen years". he easweisi,
"and I've never made a la As
what's more, I lntend to e.ty It
tteen more, and I hope I nevelr will
have to make a claim. Why. I'm
really beglnalnl to belevo that thisl
policly has kept ms from hrlavg ca
accidenat. Worhks like a r1lacet a
a cloudy day. Carry It, a t11
clears. o without t ad It rans."
We ea't guarantee yea oemp
tleoa frem iajury, but we ea as Nre
you that yeo won't Iees It yen are
hurt.
PAUL MALONE
- Dlends s. Phe e Aa-ua4a